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                                                                    EXHIBIT 4.38

                                                                  EXECUTION COPY

[ASHURT MORRIS CRISP LOGO]

Business Purchase Agreement

Galen Limited

and

Pharmaceutical Development and Manufacturing Services
Limited

for the sale and purchase of the UK pharmaceutical
products manufacturing business and certain assets of
Galen Limited, a subsidiary of Galen Holdings Plc

2 December 2003

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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                 PAGE
<S>                                                    <C>
INTERPRETATION......................................     3
SALE AND PURCHASE...................................    10
CONSIDERATION.......................................    11
COMPLETION..........................................    11
LIABILITIES.........................................    13
RECEIVABLES.........................................    14
CONTRACTS...........................................    15
STOCK AND INTERMEDIATES.............................    16
PREPAYMENTS BY SELLER AND CUSTOMERS.................    19
EMPLOYEES...........................................    21
FUTURE TRADING AND TRADE ENQUIRIES..................    22
MHRA LICENCES.......................................    23
VALUE ADDED TAX.....................................    23
WARRANTIES..........................................    24
PROTECTION OF GOODWILL..............................    27
ANNOUNCEMENTS, ETC..................................    29
ASSIGNMENT..........................................    30
COSTS...............................................    30
ENTIRE AGREEMENT....................................    30
WAIVER, AMENDMENT...................................    31
FURTHER ASSURANCE & ASSIGNMENT OF LEASES............    31
NOTICES.............................................    33
COUNTERPARTS........................................    35
GOVERNING LAW AND JURISDICTION......................    35
INVALIDITY..........................................    35
THIRD PARTY RIGHTS..................................    36

SCHEDULE 1................................................
Allocation of Consideration...............................
SCHEDULE 2................................................
Warranties................................................
SCHEDULE 3................................................
Assumed Employees.........................................
SCHEDULE 4................................................
Contracts.................................................
SCHEDULE 5................................................
Galen Marketing Authorisations............................
SCHEDULE 6................................................
Properties................................................
SCHEDULE 7................................................
IT Equipment and Contracts................................
SCHEDULE 8................................................
Intermediate Valuation Policies and Procedures............
SCHEDULE 9................................................
Hire Purchase Agreements..................................
APPENDIX 1................................................
Lists of IT Equipment.....................................
APPENDIX 2................................................
Capital Grants............................................
</TABLE>

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THIS AGREEMENT is made on 2 December 2003

BETWEEN:

(1)      PHARMACEUTICAL DEVELOPMENT AND MANUFACTURING SERVICES LIMITED
         (No. NI45055) whose registered office is at Almac House, 20 Seagoe
         Industrial Estate, Craigavon, Northern Ireland BT63 5QD (the "BUYER");
         and

(2)      GALEN LIMITED (No. NI30077) whose registered office is at Unit 22,
         Seagoe Industrial Estate, Craigavon, Co Armagh, Northern Ireland BT63
         5UA (the "SELLER" or "GALEN").

RECITALS

(A)      The Seller carries on the Business (as hereinafter defined) as part of
         its group and is the beneficial owner, or is otherwise able to procure
         the transfer, of the Assets (as hereinafter defined).

(B)      The Seller has agreed to sell, and the Buyer has agreed to purchase,
         the Business as a going concern and the Assets on the terms hereinafter
         set out.

THE PARTIES AGREE AS FOLLOWS:

1.       INTERPRETATION

1.1      The following words and expressions shall, unless the context otherwise
         requires, have the following meanings:

         "ACCOUNTS" means the audited financial statements (comprising a balance
         sheet, profit and loss account, cash flow statement, notes and
         directors' report and auditors' certificates) of the Seller for the
         financial period ended on the Accounts Date in the Agreed Form;

         "ACCOUNTS DATE" means 30 September 2002;

         "AGREED FORM" means, in relation to a document, in the form agreed
         between the parties on or prior to the date hereof and for the purposes
         of identification signed on their behalf;

         "ASSETS" means all assets, property or rights of the Seller relating to
         or connected with or belonging to or used in the Business which shall,
         without limitation include the Goodwill, Intermediates, Books and
         Records, Contracts, Galen Marketing Authorisations, IT Equipment and
         Assets, IT Contracts, Business Intellectual Property, Properties, Fixed
         Plant and Loose Plant together with the assets and rights and the
         benefit of any claims directly and exclusively relating to the
         Business, other than the Excluded Assets;

         "ASSIGNMENT" means the deed of assignment dated 31 March 2002 between
         (1) Galen Limited and (2) Atoze Analytical Limited (3) Mairead Heron
         and others and (4) Galen Holdings plc;

         "ASSUMED CREDIT AMOUNT" means the capital payments outstanding as at
         Completion to be made pursuant to the Hire Purchase Agreements as set
         out in the Agreed Form document

                                     - 3 -
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         entitled "Agreed Credit Amount" to be prepared by the Seller and
         delivered to the Buyer on Completion (the "AGREED CREDIT AMOUNT SIDE
         LETTER");

         "ASSUMED EMPLOYEES" means those employees engaged in the Business as at
         Completion and set out in the list in the Agreed Form headed "Assumed
         Employees" at schedule 3 to this agreement;

         "BOOKS AND RECORDS" means the lists of customers and suppliers, books
         of account, financial records, and all other records exclusively
         relating to the Business and Assets on whatsoever medium they are
         stored;

         "BUSINESS" means the pharmaceutical products manufacturing business in
         the United Kingdom and the Republic of Ireland and associated
         packaging, distribution and logistics services carried on by Seller at
         the date of this agreement at the Properties including third party
         contract manufacturing carried on by the Seller as part of the "PDMS
         division" of the Business but excluding:

         (a)      the business carried on by the Seller or the Seller's Group
                  relating to intravenous fluids and related products from time
                  to time (the "IVEX BUSINESS");

         (b)      the business or associated activities and any developments
                  carried on by the Seller or the Seller's Group from time to
                  time in relation to the Seller's Group's products based on the
                  intravaginal ring technology platform (the "IVR BUSINESS");

         (c)      unless otherwise agreed between the parties pursuant to the
                  Supply Agreement, any third party contract manufacturing,
                  development, and packaging carried on by the Seller or the
                  Seller's Group outside the "PDMS division" which shall include
                  contract manufacturing, development and packaging services (as
                  appropriate) in relation to Normax, Codanthrusate, Cephradine,
                  Cefaclor and Dynamin;

         (d)      any sales or marketing activities in connection with those
                  parts of the business of the Seller or any member of the
                  Seller's Group not comprising the Business;

         "BUSINESS DAY" means any day which is not a Saturday, Sunday or a bank
         or public holiday in Northern Ireland;

         "BUSINESS INTELLECTUAL PROPERTY" means Intellectual Property owned by
         the Seller or any member of the Seller's Group and used wholly and
         exclusively in the Business, together with the goodwill relating
         thereto;

         "BUYER'S GROUP" means the Buyer, its parent, any of its parent's
         subsidiary undertakings and their associated companies from time to
         time, all of them and each of them as the context admits;

         "BUYER'S SOLICITORS" means L'Estrange and Brett Solicitors, Arnott
         House, 12-16 Bridge Street, Belfast BT1 1LS;

         "COMPLETION" means the completion of the sale and purchase of the
         Business and Assets in accordance with clause 4;

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         "COMPLETION DATE" means 2 December 2003 or such other date as the
         Seller and Buyer may agree;

         "CONFIRMED ORDERS" shall have the meaning attributed to it in the
         Supply Agreement;

         "CONNECTED PERSON" means a person who is connected with another for the
         purpose of section 839 of the TA;

         "CONTRACTS" means all contracts and arrangements entered into prior to
         Completion by the Seller's Group but which are wholly or partly
         unperformed at the Completion Date relating to the Business set out in
         the list in the Agreed Form headed "Contracts" at schedule 4 to this
         agreement but excluding those contracts which are Excluded Assets;

         "CREDITORS" means all trade and other debts, accrued charges and all
         other amounts owing by the Seller or any member of the Seller's Group
         in connection with the Business as at Completion;

         "DEED OF COVENANT" means the deed of covenant in the Agreed Form to be
         entered into between the Buyer and Galen Holdings at Completion;

         "DISCLOSURE LETTER" means an Agreed Form letter of today's date
         together with the attachments thereto addressed by the Seller to the
         Buyer disclosing exceptions to the Warranties in the Agreed Form;

         "ELECTION NOTICES" means the notices to be prepared by each party for
         the purposes of section 198 of the Capital Allowances Act 2001 in the
         Agreed Form;

         "ENCUMBRANCE" means any mortgage, charge, pledge, lien, security or
         other third party right or interest (legal or equitable) or restriction
         over or in respect of the use of the relevant asset, security or right
         save for the third party rights disclosed to the Buyer in the
         Disclosure Letter in relation to the Properties;

         "EXCLUDED ASSETS" means any assets or rights and the benefit of any
         claims consisting of or comprised in the following:

         (a)      statutory books and records of the Seller (other than the
                  Books and Records);

         (b)      Retained Employees;

         (c)      benefits from insurance policies put in place by the Seller's
                  Group in relation to the Business and/or the Assets;

         (d)      Receivables;

         (e)      the Stock;

         (f)      cash at bank and in hand;

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         (g)      the Genzyme Contracts;

         (h)      the Client Equipment and Special Tools (set out in Appendix 6
                  of the Genzyme Contracts dated June 2001);

         (i)      any prepayments received by the Seller or the Seller's Group
                  in relation to the Business which are governed by clause 9 of
                  this agreement;

         (j)      the MHRA Licences;

         (k)      the equipment and tools set out in Appendix 2 of the
                  manufacturing and supply agreement, dated 1 June 202 between
                  the Seller and Schering-Plough Limited;

         (l)      finished goods comprising stock of the Business held at the
                  Properties or elsewhere as at Completion; and

         (m)      the Retained IT Equipment, Assets and Contracts.

         "EXCLUDED LIABILITIES" means those liabilities and obligations of the
         Business or Assets or (subject to clause 10.6) Assumed Employees as at
         the Completion Date which are not Liabilities which shall include but
         are not limited to:

         (a)      liabilities of the Seller's Group to Taxation;

         (b)      amounts owed to any third party by way of overdraft or other
                  borrowings; and

         (c)      Creditors of the Business;

         "FIXED PLANT" means the fixed plant, machinery, equipment and tooling
         used directly and exclusively in the Business attached or fixed to the
         Properties occupied by Galen as at the date hereof;

         "GALEN HOLDINGS" means Galen Holdings plc (registered number NI25836),
         whose registered office is at Unit 22, Seagoe Industrial Estate,
         Craigavon, Northern Ireland BT63 5UA;

         "GALEN LEASE" means the lease, in the Agreed Form, of part of the
         Properties to be entered into on Completion between the Buyer (1) and
         the Seller (2);

         "GALEN MARKETING AUTHORISATIONS" means those licences set out in the
         list in the Agreed Form headed "Galen Marketing Authorisations" at
         Schedule 5 to this agreement;

         "GENZYME CONTRACTS" means (i) the Manufacturing and Supply Agreement
         dated 1 June 2000 between the Seller and Renegal LLC and (ii) the
         Manufacturing and Supply Agreement dated 15 June 2001 between Galen
         Limited (1) Renagel LLC (2) and Genzyme Corporation (3) and those
         agreements entered into pursuant to the same, including any variation
         thereof;

         "GENZYME SIDE LETTER" means the letter from the Seller in the Agreed
         Form in respect of the conduct of the Genzyme Contracts;

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         "GOODWILL" means the goodwill, custom and connection relating to the
         Business as at Completion together with the exclusive right for the
         Buyer and its successors and assigns to represent itself as carrying on
         the Business in succession to the Seller and together with the trade
         name "PDMS" associated with the Business;

         "HIRE PURCHASE AGREEMENTS" means those agreements with First Trust and
         NIIB summarised in Schedule 9;

         "HOLDING COMPANY" has the meaning given to it in Article 4 of The
         Companies (Northern Ireland) Order 1986 (as amended);

         "I.N.I." means Invest Northern Ireland (formerly the Industrial
         Development Board for Northern Ireland) a statutory corporation
         established under the Industrial Development Act (Northern Ireland)
         2002 of 64 Chichester Street, Belfast, BT1 4JX;

         "INTELLECTUAL PROPERTY" means any and all patents, registered and
         unregistered trade marks, rights in designs, trade, business or domain
         names, copyrights, rights in inventions, know-how, trade secrets and
         other confidential information, rights in databases and other
         intellectual property rights of a similar or corresponding character
         which may subsist in any part of the world;

         "INTERIM PERIOD" means the period of up to fifteen weeks (or such
         longer period as the parties may agree in writing) commencing on the
         Completion Date;

         "INTERMEDIATES" means work in progress produced in the course of the
         Business and stored at the Properties as at Completion;

         "IT CONTRACTS" means the contracts relating to IT Equipment set out in
         Part 2 of Schedule 7;

         "IT EQUIPMENT AND ASSETS" means the IT equipment and assets set out in
         Part 1 of Schedule 7;

         "IVEX BUSINESS" has the meaning set out in the definition of "Business"
         above;

         "IVR BUSINESS" has the meaning set out in the definition of "Business"
         above;

         "LEASES" means the following:

         (a)      a lease dated 2 March 1989 between (1) Department of Economic
                  Development and (2) the Seller; and

         (b)      a lease dated 1 August 1969 between (1) Craigavon Development
                  Commission and (2) Northern Ireland Carriers Limited (subject
                  to the Assignment);

         "LETTERS OF OFFER" means a letter of offer dated 3 March 1998 from IDB
         to Galen Holdings and a financial assistance agreement dated 13 May
         1999 between IDB and Galen Holdings under which IDB agreed to grant
         financial assistance to Galen Holdings;

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         "LIABILITIES" means those liabilities of the Business relating to the
         Assets and the Leases, the obligations under the Contracts and the
         liabilities relating to the Assumed Employees at the Completion Date
         which the Buyer has expressly assumed responsibility for under the
         terms of this agreement and which are not Excluded Liabilities;

         "LISTING RULES" means the listing rules of the UK Listing Authority
         made pursuant to Part VI of the Financial Services and Markets Act
         2000;

         "LONDON STOCK EXCHANGE" means London Stock Exchange plc;

         "LOOSE PLANT" means the movable plant, machinery, equipment, desk top
         computers, spare parts, tooling, vehicles and furniture used directly
         and exclusively in the Business;

         "MHRA" means the Medicines and Healthcare Products Regulatory Agency;

         "MHRA LICENCES" means the Manufacturing and Assembly Licence dated 13
         May 2003, the Manufacturing and Assembly - Specials Licence dated 13
         May 2003, the Wholesale Dealers Licence dated 14 April 2003 and the
         Wholesale Dealers (Import) Licence dated 28 February 2003 granted to
         Galen by the Medicines and Healthcare Products Regulatory Agency;

         "MODEL CODE" the code as set out in Chapter 16 of the Listing Rules;

         "PROPERTIES" means the premises set out in schedule 6 to this agreement
         and "PROPERTY" shall mean any one of them;

         "RECEIVABLES" means those amounts owed to the Seller or the Seller's
         Group directly and exclusively in connection with the Business as at
         the Completion Date;

         "REGULATIONS" means the Transfer of Undertakings (Protection of
         Employment) Regulations 1981;

         "RELATED PERSONS" means, in relation to any party, its holding
         companies and the subsidiary undertakings and associated companies from
         time to time of such holding companies, all of them and each of them as
         the context admits;

         "RESTRICTED SERVICES" means services the nature of which are carried on
         by the Business as at the date hereof, including for the avoidance of
         doubt those services carried out by the Business as at Completion;

         "RESTRICTED TERRITORY" means England, Wales, Scotland, the Republic of
         Ireland and the province of Northern Ireland;

         "RETAINED EMPLOYEES" means the persons whose names are set out in the
         list in the agreed form headed "Retained Employees";

         "RETAINED IT EQUIPMENT, ASSETS AND CONTRACTS" means all the IT
         equipment, assets and contracts owned by any member of the Sellers
         Group which is not expressly set out in Parts 1 and 2 of Schedule 7;

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         "SELLER'S ACCOUNTANTS" means PricewaterhouseCoopers, Waterfront Plaza,
         8 Laganbank Road, Belfast, BT1 3LR;

         "SELLER'S GROUP" means the Seller, Galen Holdings and any subsidiary of
         Galen Holdings;

         "SELLER'S SOLICITORS" means Ashurst Morris Crisp, Broadwalk House, 5
         Appold Street, London EC2A 2HA;

         "STOCK" means raw materials and packaging materials acquired in the
         course of the Business at the Properties as at Completion and, for the
         avoidance of doubt, the parties acknowledge that the references to
         "Stock" in clause 8 of this Agreement shall be a reference to the Stock
         of the Business at Completion excluding any free issue material,
         including without prejudice to the foregoing, any bulk capsules of
         Isodur;

         "SUB-LEASE" means a sub-lease dated 4 January 2002 between (1) Galen
         Limited and (2) Syngal Limited (as varied by a deed of variation dated
         30 March 2002);

         "SUBSIDIARY" has the meaning given to it in Article 4 of The Companies
         (Northern Ireland) Order 1986 (as amended);

         "SUPPLY AGREEMENT" means the manufacturing, packaging, labelling,
         testing for release-to-market, QP release, storage and despatch
         agreement in the Agreed Form to be entered into between the Seller and
         the Buyer at Completion;

         "TA" means the Income and Corporation Taxes Act 1988;

         "TAXATION" means any tax and any duty, impost, levy or governmental
         charge in the nature of tax whether domestic or foreign and any fine,
         penalty or interest connected therewith (a) including (without
         prejudice to the generality of the foregoing) corporation tax, income
         tax, national insurance and social security contributions, capital
         gains tax, inheritance tax, capital transfer tax, development land tax,
         value added tax, customs, excise and import duties, any deferred
         taxation and any other payment whatsoever which the relevant party or
         any member of their group of companies is or may be or become bound to
         make to any person as a result of any enactment relating to any of the
         foregoing (b) but excluding any stamp duty or stamp duty reserve tax
         payable on this agreement or any instrument executed pursuant to this
         agreement;

         "TECHNICAL AGREEMENT" means the technical agreement in the Agreed Form,
         to be entered into between the Seller and Buyer at Completion;

         "TRANSITIONAL SERVICES AGREEMENT" means the agreement for transitional
         IT and support services in the Agreed Form, to be entered into between
         the Seller and the Buyer at Completion;

         "UK LISTING AUTHORITY" means the Financial Services Authority in its
         capacity as the competent authority for the purposes of Part VI of the
         Financial Services and Markets Act 2000; and

         "WARRANTIES" means the warranties given pursuant to clause 13 and
         schedule 2;

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1.2      The words and expressions defined in the schedules hereto shall have
         the meanings set out therein.

1.3      References to the "parties" or the "Parties" hereto shall include their
         respective permitted assignees and in the case of individuals their
         respective successors in title, personal representatives, heirs and
         estates and references to the masculine gender shall include the
         feminine and vice versa.

1.4      References to statutes or statutory provisions include references to
         any orders or regulations made thereunder and references to any
         statute, provision, order or regulation include references to that
         statute, provision, order or regulation as re-enacted from time to time
         before the date hereof (subject as otherwise expressly provided herein)
         and to any previous statute, statutory provision, order or regulation
         amended, modified, re-enacted or replaced by such statute, provision,
         order or regulation before the date hereof.

1.5      References to persons shall include bodies corporate and
         unincorporated, associations, partnerships and individuals.

1.6      Headings to clauses and paragraphs are for information only and shall
         not form part of the operative provisions of this agreement and shall
         be ignored in construing the same.

1.7      References to recitals, clauses or schedules are to recitals to,
         clauses of and schedules to this agreement.

1.8      The recitals, the schedules and documents in the Agreed Form form part
         of the operative provisions of this agreement and references to this
         agreement shall, unless otherwise expressly stated, include references
         to the recitals, the schedules and documents in the Agreed Form.

2.       SALE AND PURCHASE

2.1      Upon the terms and subject to the conditions of this agreement, the
         Seller shall sell as beneficial owner and shall transfer or procure the
         sale or transfer of the Assets and the Business as a going concern to
         the Buyer with effect from the Completion Date (unless otherwise
         specified in this agreement) free from any Encumbrances and together
         with all accrued benefits and rights attaching thereto and property and
         risk in the Assets shall vest in the Buyer from Completion.

2.2      The Excluded Assets are not included in the sale and purchase pursuant
         to clause 2.1.

2.3      The Consideration for such sale and purchase shall be as specified in
         clause 3.

2.4      Nothing in this agreement shall pass to the Buyer or shall be construed
         as acceptance by the Buyer of any liability, debt or other obligation
         of the Seller or any members of the Seller's Group other than the
         Liabilities or any obligation which is expressly assumed by the Buyer
         under the terms of this agreement

                                     - 10 -

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2.5      I.N.I. granted financial assistance to Galen Holdings pursuant to the
         Letters of Offer part of which was used by Galen Holdings to purchase
         some of the Assets ("THE RELEVANT ASSETS"). Subject to the provisions
         of clause 2.6 and 2.7 below, upon delivery of the Relevant Assets to
         the Buyer at Completion, the Buyer shall (subject to it being entitled
         to receive any associated benefits) assume and become responsible for
         the outstanding obligations and liabilities of Galen Holdings to I.N.I.
         as at Completion associated with the Relevant Assets as set out in
         Appendix 2 to this agreement (the "ASSUMED I.N.I. LIABILITIES") and the
         Buyer shall indemnify and keep Galen Holdings indemnified in respect of
         all claims, costs, expenses and demands following Completion arising
         from The Assumed I.N.I. Liabilities excluding any obligations or
         liabilities arising from facts or circumstances which have occurred
         prior to Completion.

2.6      Galen Holdings shall indemnify and keep the Buyer indemnified in
         respect of all claims, costs, expenses and demands arising prior to
         Completion in respect of the Assumed I.N.I. Liabilities.

2.7      For the avoidance of doubt, the Buyer shall not assume any liabilities
         of Galen Holdings and/or the Seller to I.N.I other than the Assumed
         I.N.I. Liabilities expressly set out in Appendix 2 to this agreement
         whether arising under the Letters of Offer or otherwise and Galen
         Holdings and/or the Seller shall indemnify and keep the Buyer
         indemnified in respect of all other claims costs expenses and demands
         arising in respect of the Letters of Offer or any other financial
         assistance granted by I.N.I. to Galen Holdings or the Seller at any
         time.

3.       CONSIDERATION

         The consideration shall be the sum of twenty million pounds sterling
         (L20,000,000), to be satisfied by the Assumed Credit Amount under
         the Agreed Credit Amount Side Letter with the balance payable in cash
         on Completion. The Consideration shall be apportioned amongst the
         Assets as more particularly set out in schedule 1 to this agreement.

4.       COMPLETION

4.1      Completion shall take place at the registered office of the Seller (or
         at such other location as the Seller and Buyer agree) on the Completion
         Date immediately after the execution of this agreement.

4.2      On Completion, the Seller shall make available to the Buyer at the
         Properties:

         (a)      the Books and Records;

         (b)      the Loose Plant and shall deliver all other Assets hereby
                  agreed to be sold, title to which can be transferred by
                  delivery (and shall pass upon such delivery) and shall permit
                  the Buyer to enter into and take possession of the Assets;

         and shall deliver to the Buyer:

         (c)      where agreed as necessary between the parties, duly executed
                  assignments or registered user agreements of the Business
                  Intellectual Property in the Agreed Form;

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         (d)      where agreed as necessary between the parties, releases under
                  seal or certificates of non-crystallisation of charge of any
                  Encumbrances to which any of the Assets are subject duly
                  executed by those entitled to the benefit thereof;

         (e)      duly executed land registry transfers in the Agreed Form in
                  respect of those parts of the Properties that consist of a
                  registered title;

         (f)      a duly executed land registry transfer of 170 Tandragee Road
                  in the agreed form;

         (g)      a duly executed deed of assignment in respect of the Leases in
                  relation to which the provisions of clause 21.2 shall apply;

         (h)      a duly signed Genzyme Side Letter and Agreed Credit Amount
                  Side Letter;

         (i)      all documents of title and certificates for the operation and
                  use of, and all service documents within the possession of the
                  Seller pertaining to, the Fixed Plant and the Loose Plant and
                  make available Stock and stock records to the Buyer;

         (j)      the Contracts and the books, accounts, reference lists of
                  customers, credit reports, price lists, cost records,
                  catalogues, advertising and all other documents, papers and
                  records in the possession or under the control of the Seller
                  relating to the Contracts duly written up to the Completion
                  Date;

         (k)      all such records (or copies if the originals have been
                  properly retained) as are referred to in section 49 of the
                  Value Added Tax Act 1994;

         (l)      a copy of the minutes of a meeting of the directors of the
                  Seller in the Agreed Form authorising the execution by that
                  party of this agreement and of any other documentation that
                  may be necessary or desirable arising out of or in connection
                  with this agreement or the transactions contemplated thereby
                  and appointing the relevant signatory or signatories to sign
                  this agreement and any such other documentation on its behalf;

         (m)      originals and counterparts of the Supply Agreement, the
                  Transitional Service Agreement, the Deed of Covenant and the
                  Technical Agreement duly executed by the Seller; and

         (n)      duly signed Election Notices.

4.3      Upon compliance by the Seller with the provisions of clause 4.2 the
         Buyer shall:

         (a)      provide for the electronic transfer of funds of the sum
                  referred to in clause 3 to a bank account designated by the
                  Seller, and in the event of the sum being transferred to the
                  client account of the Seller's Solicitors, the receipt of the
                  Seller's Solicitors therefore be a good discharge to the
                  Buyer;

         (b)      deliver to the Seller the originals and counterparts of the
                  Supply Agreement, the Technical Agreement, the Transitional
                  Service Agreement and the Deed of Covenant duly executed by
                  the Buyer; and

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         (c)      deliver to the Seller duly signed Election Notices.

4.4      Immediately following the transfer of funds and delivery of the
         counterparts of the documentation referred to in clause 4.3, the Buyer
         and Seller shall:

         (a)      enter into the Galen Lease;

         (b)      enter into a licence in the Agreed Form to provide for
                  occupancy rights for the Seller for a period of three months
                  from Completion in respect of Building 1; and

         (c)      submit a joint notification to the Medicines and Healthcare
                  Products Regulatory Agency confirming that Completion has
                  taken place.

4.5      As soon as practicable following Completion and, in any event, within
         the time limit specified by section 201 of the Capital Allowances Act
         2001, each party shall deliver a copy of the Election Notices, duly
         signed by both parties, to their respective Inspector of Taxes.

5.       LIABILITIES

5.1      The Seller shall indemnify and keep indemnified each member of the
         Buyer's Group against all claims, costs, expenses and demands arising
         following Completion in respect of all debts, liabilities and
         obligations of the Business including, subject to the provisions set
         out in clause 5.1(a) below, the Liabilities and the Excluded
         Liabilities (save for any claims, costs, expenses and demands arising
         from the Assumed I.N.I. liabilities following Completion), provided
         that:

         (a)      in respect of the Liabilities and the Assumed I.N.I.
                  liabilities (other than any such Liabilities relating to
                  Assumed Employees which shall be dealt with between the
                  parties pursuant to the terms of clause 10 of this agreement)
                  such claim, cost, expense or demand arises in relation to the
                  period prior to the Completion Date;

         (b)      in respect of the Excluded Liabilities, such claim, costs,
                  expenses or demands arises at any time whether before and/or
                  after Completion;

         (c)      such claim, cost, expenses or demand relates solely to the
                  Business (whether or not as part of the Seller's Group);

         (d)      the Seller shall not be liable to pay or perform any such
                  claims, costs, expenses or demands to the extent that such
                  arises from or has increased due to any actions taken or
                  omissions made by the Buyer or any member of the Buyer's Group
                  following Completion; and

         (e)      the Seller shall not be liable for such claims, costs or debt
                  arising in the ordinary course of trade in respect of the
                  contractual obligations of the Seller's Group or the Business,
                  save where such claims, costs or any debt arise from any
                  breach or non-performance of those contractual obligations by
                  the Seller's Group prior to Completion.

                                     - 13 -

<PAGE>

5.2      The Buyer shall indemnify and keep indemnified each member of the
         Seller's Group against all claims, costs, expenses or demands arising
         in respect of the Liabilities of the Business provided that:

         (a)      such claim, cost, expense or demand arises in relation to any
                  matter arising following Completion; and

         (b)      the Buyer shall not be liable to pay or perform any such
                  claims, costs, expenses or demands to the extent that such
                  arises from or has increased due to any actions taken or
                  omissions made by the Seller or any member of the Seller's
                  Group prior to the Completion Date.

6.       RECEIVABLES

6.1      The Buyer shall not acquire the Receivables which shall remain the
         property and the responsibility of the Seller.

6.2      The Seller and the Buyer shall cause to be prepared from the accounting
         records of the Business a list of the Receivables showing (inter alia)
         the names of the debtors and the amounts owing to the Seller or any
         member of the Seller's Group by each of the relevant debtors.

6.3      Notwithstanding that the Receivables are excluded from the Assets
         hereby agreed to be sold the Buyer agrees that it will, as agent for
         the Seller, use all reasonable endeavours to collect the Receivables
         (to the extent not collected upon Completion) and will hold the sums of
         money representing the same upon trust for the Seller subject to the
         following terms and conditions or such other terms, conditions or
         arrangements as may be agreed from time to time in writing between the
         Seller and the Buyer:

         (a)      the Buyer shall not without the prior written consent of the
                  Seller effect any settlement compromise or release any claim
                  in respect of any of the Receivables nor without such consent
                  institute, carry on, defend, compromise, abandon or submit to
                  judgment in any legal proceedings or join in and submit to
                  arbitration or give security or indemnities for costs, pay any
                  sum of money into court or obtain payment of money lodged in
                  court;

         (b)      if it becomes apparent that recovery of any of the Receivables
                  is not likely to be possible within a reasonable period unless
                  legal proceedings are instituted the Buyer will advise the
                  Seller in writing and furnish the Seller with particulars of
                  the steps taken by the Buyer to effect recovery. Where the
                  debtor in question is a continuing debtor of the Business
                  after the Completion Date the Seller shall consult with the
                  Buyer before instituting any legal proceedings;

         (c)      The Seller shall not seek to recover Receivables direct but
                  shall inform the Buyer of any payments that may be made to the
                  Seller in respect thereof;

         (d)      Within ten Business Days of the end of each month commencing
                  after Completion the Buyer shall provide the Seller with a
                  statement of the Receivables collected in that month (or, in
                  the case of the first such month, the period between
                  Completion and the

                                     - 14 -

<PAGE>

         end of such month) and shall remit to the Seller the amounts so
         received during that period;

         (e)      After the expiration of six months from Completion the
                  obligations of the Buyer under this clause 6 to collect
                  Receivables on behalf of the Seller shall cease save that if
                  thereafter any payments are made to the Buyer in respect of
                  Receivables the Buyer shall remit the same to the Seller less
                  its reasonable costs and expenses; and

         (f)      the Seller shall pay all reasonable expenses of the Buyer
                  properly incurred directly in connection with the collection
                  of Receivables and any other such fee or payment as shall be
                  agreed between the parties hereto.

7.       CONTRACTS

7.1      The Seller undertakes with effect from the Completion Date to assign to
         the order of the Buyer or to procure the assignment to the order of the
         Buyer all the Contracts and the IT Contracts which are capable of
         assignment without the consent of other parties or without breaching
         the terms of such IT Contracts and Contracts.

7.2      In so far as any of the IT Contracts and Contracts are not assignable
         to the Buyer without the agreement of or novation by or consent to the
         assignment from another party this Agreement shall not constitute an
         assignment or attempted assignment if such assignment or attempted
         assignment would constitute a breach of such IT Contracts and
         Contracts.

7.3      If any of the IT Contracts and Contracts cannot be assigned or novated
         to the Buyer without the consent of a third party, then each of the
         Seller and the Buyer shall use their respective reasonable endeavours
         to obtain such consent.

7.4      In any case where the consent in clause 7.3 above is refused or
         otherwise not obtained and until it is obtained or where any of the IT
         Contracts and Contracts are incapable of transfer to the Buyer by
         assignment or by other means:

         (a)      the Seller shall hold those IT Contracts and Contracts and any
                  monies, goods or other benefits received thereunder as agent
                  of and trustee for the Buyer and shall forthwith upon receipt
                  of the same account for and pay or deliver to the Buyer such
                  monies, goods and other benefits;

         (b)      the Buyer shall perform those IT Contracts and Contracts in
                  accordance with their terms and conditions as sub-contractor
                  to the Seller provided that sub-contracting is permissible
                  under the terms of the IT Contracts and Contract in question,
                  and where sub-contracting is not permissible, the Buyer shall
                  perform the IT Contracts and Contracts in accordance with
                  their terms and conditions as agent for the Seller and
                  indemnify and keep indemnified the Seller against all
                  obligations, debts, costs, claims, demands, expenses and
                  damages in respect thereof; and

         (c)      the Seller shall give all reasonable assistance to the Buyer
                  at the cost of the Buyer to enable it to enforce the rights of
                  the Seller under the IT Contracts and Contracts and shall at
                  all times act with regard to the IT Contracts and Contracts in
                  accordance with the Buyer's reasonable instructions from time
                  to time and will, at the cost of the Buyer,

                                     - 15 -

<PAGE>

                  provide access to all relevant books, documents and other
                  information in relation to such IT Contracts and Contracts as
                  is within its possession or the possession of the Seller's
                  Group and as the Buyer may reasonably request from time to
                  time.

7.5      To the extent that any payment is made to the Seller in respect of the
         IT Contracts and Contracts on or after the Completion Date the Seller
         shall receive the same as trustee, shall record such payment separately
         in its books and shall account to the Buyer for the same on the
         Completion Date or if received thereafter within seven Business Days of
         receipt.

7.6      If, for any reason, the Seller is unable to procure the assignment to
         the Buyer of the Software Licences required to operate the CS3 Software
         System as set out in Part 2 of Schedule 7 to this Agreement (the "CS3
         LICENCES") and, in the Buyer's reasonable opinion, such inability to
         assign the CS3 Licences has a material impact on the Buyer's ability to
         operate the Business in the same manner as it is operated on a
         day-to-day basis by the Seller at Completion, the Buyer shall be
         entitled to obtain such number of new software licences as are required
         to operate the Business in the same manner as it is operated by the
         Seller at Completion (the "REPLACEMENT CS3 LICENCES") provided that the
         Seller shall reimburse the Buyer the cost of obtaining the Replacement
         CS3 Licences within 5 Business Days of demand by the Buyer. Nothing in
         this clause shall release the Buyer from its obligations to mitigate
         its loss pursuant to this clause 7.

8.       STOCK AND INTERMEDIATES

8.1      The Seller shall retain legal and beneficial title to the Stock
         exclusively subject to the provisions of this clause. The Stock shall
         remain the property of the Seller and no title shall pass to the Buyer
         until such time as the Stock is paid for in full by the Buyer. Unless
         otherwise expressly permitted by this agreement the Buyer shall not
         perform any act or make any statement directly or indirectly
         inconsistent with the exclusive title of the Seller to the Stock.

8.2      The Seller shall within fourteen days of Completion deliver to the
         Buyer a statement of the value of the Stock which shall include a full
         inventory of the Stock following a physical stock-take carried out at
         each of the locations from which the Business is carried on with
         representatives of both the Seller and the Buyer present (the "STOCK
         VALUATION"). During this stock-take the Seller and Buyer shall jointly
         use all their reasonable endeavours to procure that any obsolete stock
         within the Stock is identified. Any such items of Stock which are
         identified by both parties as obsolete shall be destroyed by the Buyer
         (unless expressly agreed to the contrary) and the Seller will reimburse
         the Buyer for all reasonable costs incurred in this destruction
         process.

8.3      The Stock shall be valued at cost. The Seller shall comply with any
         reasonable requests of the Buyer's representatives for evidence or
         information to verify the cost of the Stock.

8.4      The Buyer shall confirm its agreement to the Stock Valuation within
         seven days of receipt of the same (or within such longer period as
         shall be agreed in writing between the parties). In the event the Stock
         Valuation is not confirmed within such agreed period, any dispute with
         respect to the determination of the value of any part of the Stock
         shall be referred for final settlement to a firm of chartered
         accountants nominated jointly by the Seller and the Buyer or, failing
         such nomination within 14 days after a request for determination by
         either the Seller or

                                     - 16 -

<PAGE>

         the Buyer, nominated at the request of either of them by the President
         for the time being of the Ulster Society of the Institute of Chartered
         Accountants in Ireland. The accountants shall be entitled to call for
         submissions from both the Buyer and the Seller as to objections in
         relation to the valuation of the Stock and may call for and inspect
         such documents as they may reasonably consider necessary. In making
         their determination, the accountants shall act as experts and not as
         arbitrators, their decision shall (in the absence of manifest error) be
         final and binding on the parties and their fees shall be borne and paid
         by the Seller and the Buyer in such proportions as the accountants
         determine.

8.5      The accountants appointed as experts pursuant to this clause shall, in
         giving their determination, state what adjustments (if any) are
         necessary to the valuation in such form as it stands at that time, in
         respect of the matters in dispute in order to comply with the
         requirements of this agreement and shall give its reasons therefore and
         shall make such determination as soon as is reasonably practicable
         after their appointment and in any event by not later than 30 days
         after their appointment.

8.6      For such time as there shall be any Stock retained by the Seller, the
         Buyer shall maintain such Stock at the Properties in such condition as
         the Seller's Group may reasonably instruct and the Buyer shall be under
         an obligation to maintain the Stock in the same condition as evidenced
         by the stock-take undertaken in accordance with clause 8.2.

8.7      The Seller shall have the right to inspect the Stock from time to time
         whilst it remains the property of the Seller or the Seller's Group and
         the Buyer shall be obliged to comply with all reasonable requests of
         the Seller or its agents in respect of inspection of the Stock.

8.8      The Buyer shall have the right to remove or to use the Stock in the
         normal course of its business on the terms and conditions of this
         clause 8. Unless otherwise expressly permitted by this agreement the
         Buyer shall at no time remove the Stock or any part of it or allow it
         or any part of it to be removed from its place of storage at the
         Properties.

8.9      The Buyer shall inform the Seller of the level of Stock at the
         Properties at the end of each month within 7 Business Days of the last
         day of each month, and of the quantities of Stock which it has removed
         during the preceding month in accordance with this clause 8.

8.10     For the avoidance of doubt, the Seller shall have no liability in
         respect of delivery of the Stock.

8.11     The Buyer shall at all times keep the Stock marked clearly by batch
         number, as being the property of the Seller. The Seller hereby consents
         to the Stock being in the possession of the Buyer but such consent is
         conditional upon the Stock remaining separate and clearly identified as
         the property of the Seller as provided in this clause 8.11.

8.12     The Buyer shall keep an accurate and up-to-date inventory of the Stock
         showing the description, quantity, shelf life and dates of delivery to
         and removal of each item from the Stock. The Seller or its duly
         appointed agents or servants shall be entitled at any reasonable time
         to examine and take copies of such inventory and all other books,
         records, invoices and other documents in the possession of the Buyer
         relating to any part of the Stock.

                                     - 17 -

<PAGE>

8.13     In the event that any Stock exceeds its shelf life, the Buyer shall
         immediately notify the Seller and shall be obliged, if the Seller
         wishes, to destroy such stock in accordance with accepted practice and
         relevant regulations, provided that the Seller shall be liable for any
         direct costs incurred by the Buyer in carrying out any such requests.

8.14     The Seller shall invoice the Buyer on a monthly basis for all items of
         the Stock which the Buyer has removed during the preceding month, such
         invoice to be based on information provided by the Buyer in accordance
         with clause 8. The Buyer shall pay for the Stock within 30 days of the
         date of the invoice in a manner specified by the Seller. The Stock
         shall be invoiced to the Buyer at the value as per clause 8.3 plus
         Value Added Tax. The Seller shall be entitled to charge interest on
         overdue accounts at the rate of 2 per cent. per annum above the base
         rate from time to time of Ulster Bank plc from the due date for payment
         until receipt by the Seller of the full amount, both before and after
         judgment. The Seller may suspend the supply of Stock to the Buyer where
         any amounts are overdue under any order until all such amounts are
         paid.

8.15     The Buyer hereby undertakes that the Stock is used in rotation, i.e. on
         a "first in, first out" basis and further undertakes that the Stock
         shall be utilised and purchased in preference to any stock purchased or
         otherwise obtained by the Buyer or the Buyer's agents, representatives
         or subcontractors either prior to or following Completion.

8.16     The Buyer acknowledges that no charges shall be made or shall be
         payable by the Seller in respect of the warehousing services carried
         out pursuant to this clause 8.

8.17     All expenses incurred in the storage, maintenance and administration of
         the Stock after purchase shall be borne by the Buyer. Upon delivery of
         the Stock on purchase by the Buyer, the risk in those goods shall pass
         to the Buyer, which shall be wholly responsible thereafter for their
         safe custody.

8.18     The Buyer shall at all times during the term of this agreement comply
         with the requirements of any appropriate regulatory authority with
         regard to the safe storage, handling and use of the Stock.

8.19     Neither party shall sell any Stock belonging to it unless it has first
         granted to the other party the opportunity to purchase any such stock
         at cost or the other party has given its consent in writing.

8.20     The Seller and Buyer shall jointly procure that at the stock-take
         referred to in clause 8.2 above the value of the Intermediates is
         determined and following this stock-take the Seller shall within
         fourteen Business Days of Completion deliver to the Buyer a statement
         of the value of the Intermediates (the "DRAFT INTERMEDIATES
         VALUATION"). The Intermediates shall be valued in accordance with the
         accounting policies and procedures set out in Schedule 8 of this
         agreement.

8.21     The Buyer shall notify the Seller within fourteen Business Days of
         receipt of the Draft Intermediates Valuation whether or not it accepts
         the valuation for the purposes of this agreement.

8.22     If the Buyer notifies the Seller that it does not accept the Draft
         Intermediates Valuation:

                                     - 18 -

<PAGE>

         (a)      it shall, at the same time, set out in a notice in writing its
                  reasons in full for such non-acceptance and specify the
                  adjustments which, in its opinion, should be made to the Draft
                  Intermediates Valuation in order to comply with the
                  requirements of this agreement and deliver a copy of such
                  notice to the Seller; and

         (b)      the parties shall use all reasonable endeavours to meet and
                  discuss the objections of the Buyer and to reach agreement
                  upon the adjustments (if any) required to be made to the Draft
                  Intermediates Valuation.

8.23     If the Buyer is satisfied with the Draft Intermediates Valuation
         (either as originally submitted or after adjustments agreed between the
         Seller and the Buyer) or if the Buyer fails to notify the Seller of its
         non-acceptance of the Draft Intermediate Valuation within the fourteen
         Business Day period referred to in clause 8.21 above, then the Draft
         Intermediates Valuation supplied by the Seller shall be deemed to
         constitute the agreed Intermediates Valuation for the purposes of this
         agreement the ("AGREED INTERMEDIATES VALUATION").

8.24     In the event that the parties do not reach an agreement over the value
         of the Intermediates pursuant to clause 8.22 above, the value of the
         Intermediates shall be referred for final settlement to a firm of
         chartered accountants nominated jointly by the Seller and the Buyer or,
         failing such nomination within 14 days after a request for
         determination by either the Seller or the Buyer, nominated at the
         request of either of them by the President for the time being of the
         Ulster Society of the Institute of Chartered Accountants in Ireland.
         The accountants shall be entitled to call for submissions from both the
         Buyer and the Seller as to objections in relation to the Draft
         Intermediates Valuation and may call for and inspect such documents as
         they may reasonably consider necessary. In making their determination,
         the accountants shall act as experts and not as arbitrators, their
         decision shall (in the absence of manifest error) be final and binding
         on the parties and their fees shall be borne and paid by the Seller and
         the Buyer in such proportions as the accountants determine.

8.24     The accountants appointed as experts pursuant to this clause shall, in
         giving their determination, state what adjustments (if any) are
         necessary to the Draft Intermediates Valuation in such form as it
         stands at that time, in respect of the matters in dispute in order to
         comply with the requirements of this agreement and shall give their
         reasons therefore and shall make such determination as soon as is
         reasonably practicable after their appointment and in any event by not
         later than 30 days after their appointment.

8.25     Within seven Business Days of the agreement or determination of the
         Value of the Intermediates, or as otherwise agreed between the Parties,
         the Buyer shall make a payment to the Seller of an amount equal to the
         sum specified as the aggregate value of the Intermediates in the Agreed
         Intermediates Valuation as per clause 8.20 plus Value Added Tax
         together with interest on the principal amount thereof at the rate of 2
         per cent. per annum above the base rate from time to time of Ulster
         Bank plc computed from the date the payment is due pursuant to this
         clause 8.25.

9.       PREPAYMENTS BY SELLER AND CUSTOMERS

9.1      The following provisions shall apply in respect of any prepayments to
         or by the Seller's Group in relation to the Business only:

                                     - 19 -

<PAGE>

         (a)      the Seller shall account to the Buyer for all prepayments
                  received by the Seller's Group in respect of any Contracts not
                  wholly completed or discharged at Completion by the Seller's
                  Group to the extent that such prepayments exceed the actual
                  costs incurred by the Seller's Group (if any) in partially
                  performing such contracts and arrangements prior to
                  Completion; and

         (b)      the Buyer shall account to the Seller for all payments made by
                  the Seller's Group in respect of any Contracts not wholly
                  completed or discharged at Completion by suppliers of goods
                  and services to the extent that such payments exceed the value
                  of goods and/or services already supplied prior to Completion.

9.2      All rates, water, gas, electricity and telephone charges, salaries,
         wages, and other outgoings and costs of a periodic nature which are
         chargeable by reference to a period commencing before and ending after
         Completion shall be apportioned on a time basis pro rata (provided that
         any such outgoings or costs chargeable by reference to the extent of
         the user of any property or rights shall be apportioned between the
         Seller and the Buyer according to the extent of such user). For the
         avoidance of doubt, any rent which shall be payable following
         Completion by the Seller under the provisions of clause 21.2 shall not
         be so proportioned but instead the Buyer shall procure that the total
         amount of such rent payable shall be reimbursed in full to the Seller
         or such member of the Seller's Group as shall have paid such rent as if
         such payment was an apportionment under the provisions of clause 9.3.

9.3      Where any amounts are to be apportioned under this agreement, the
         Seller shall provide the Buyer with details of the apportionments with
         supporting vouchers or similar documentation, and in the absence of
         dispute between the Seller and the Buyer, the appropriate payment shall
         be made by or to the Seller in accordance with the terms of this clause
         9. If the amount of any apportionment is in dispute, the matter shall
         be referred for final settlement to a firm of chartered accountants
         nominated jointly by the Seller and the Buyer or, failing such
         nomination, within 14 days after request by either the Seller or the
         Buyer, nominated at the request of either of them by the President for
         the time being of the Ulster Society of the Institute of Chartered
         Accountants in Ireland. The accountants shall be entitled to call for
         and inspect such documents as they may reasonably consider necessary.
         In making their determination, the accountants shall act as experts and
         not as arbitrators, their decision shall (in the absence of manifest
         error) be final and binding on the parties and their fees shall be
         borne and paid by the Seller and the Buyer in such proportions as the
         accountants determine. The amount determined to be due in accordance
         with this clause shall be paid within 14 days of the date of
         determination, together with interest calculated on a daily basis (as
         well after as before judgment), from the date of determination until
         the date of actual payment, at the rate of 2 per cent per annum above
         the base lending rate from time to time of Ulster Bank Limited.

9.4      In relation to any expenditure or outgoing of the Business which is
         consideration for a taxable supply and which is apportioned under this
         clause 9 that part of the amount of the expenditure or outgoing which
         is input tax for the purposes of VAT shall be apportioned to the party
         which is entitled to recover such input tax or obtain credit for it
         pursuant to the Value Added Tax Act 1994. In relation to any receivable
         of the Business which is consideration for a taxable supply and which
         is apportioned under this clause 8 that part of the amount of the
         receivable which is output tax for VAT purposes shall be apportioned to
         the party which is

                                     - 20 -

<PAGE>

         obliged to account for such output tax to HM Customs & Excise pursuant
         to the Value Added Tax Act 1994.

9.5      Any payment due between the parties pursuant to this clause 9 (save as
         otherwise provided for in clause 9.3) shall be paid within thirty days
         of Completion.

10.      EMPLOYEES

10.1     The Seller and the Buyer acknowledge and agree that the sale and
         purchase of the Business and Assets pursuant to this agreement will
         constitute a relevant transfer for the purposes of the Regulations and
         that it will not operate so as to terminate any of the contracts of
         employment of the Assumed Employees.

10.2     The Buyer hereby undertakes to indemnify the Seller against all
         liabilities, obligations, costs, losses, damages and demands arising
         from or in respect of any of the Assumed Employees following
         Completion, provided that and to the extent that such claims do not
         arise either directly or indirectly due to any action or omission on
         the part of the Seller prior to Completion.

10.3     If the contract of employment of any Assumed Employee is found (or
         alleged) not to have effect after Completion as if originally made with
         the Buyer, the Buyer agrees that:

         (a)      in consultation with the Seller, it will, or will procure that
                  it will within fourteen days of being informed of such finding
                  or allegation, make to the relevant Assumed Employee an offer
                  in writing to employ him under a new contract of employment to
                  take effect on the termination referred to below; and

         (b)      any such offer of employment made by the Buyer will be on
                  terms and conditions which when taken as a whole do not differ
                  in any material way from the terms and conditions of
                  employment of that Assumed Employee immediately before
                  Completion (save as to the identity of the employer).

         Upon that offer being made (or at any time after the offer should have
         been made if no offer is made) the Seller will terminate the employment
         of the relevant Assumed Employee, and the Buyer shall indemnify the
         Seller against all liabilities, obligations, costs, claims and demands
         arising directly or indirectly out of the employment of that Assumed
         Employee from Completion until such termination (up to a maximum of 6
         months from Completion) and the Seller shall make available to the
         Buyer the services of the employee concerned during such period.

10.4     If the contract of employment of any person who is immediately prior to
         Completion employed by a member of the Seller's Group (other than an
         Assumed Employee) is found or alleged to have effect after Completion
         as if originally made with the Buyer or another member of the Buyer's
         Group the Seller (on behalf of the relevant member of the Seller's
         Group) agrees that:

         (a)      in consultation with the Buyer, it will, within fourteen days
                  of being so requested procure that a member of the Seller's
                  Group makes to that employee an offer in

                                     - 21 -

<PAGE>

                  writing to employ him under a new contract of employment
                  subject to, and to take effect upon , the termination referred
                  to below; and

         (b)      the offer to be made will be on terms and conditions which
                  when taken as a whole do not differ in any material way from
                  the terms and conditions of employment of that employee
                  immediately before Completion.

         Upon that offer being made (or at any time after the offer should have
         been made if the offer is not made), the Buyer shall terminate the
         employment of the employee concerned. The Seller (on behalf of the
         relevant member of the Seller's Group) shall indemnify the Buyer
         against all liabilities arising from the employment of that employee at
         all times up until such termination (up to a maximum period of 6 months
         from the Completion Date) and the termination of such employment and
         the Buyer shall make available to the Seller the services of the
         employee concerned during such period.

10.5     The Buyer confirms that it will not be taking any measures which would
         give rise to an obligation on the Seller to consult under Regulation 10
         of the Regulations.

10.6     The Buyer shall discharge and hereby undertakes to indemnify the Seller
         against all liabilities, obligations, costs, claims, demands, actions,
         awards, penalties and expenses (including, without limitation, all
         reasonable legal and professional fees and expenses) arising from or in
         respect of the Assumed Employees before Completion in respect of any
         breach of Regulation 10(3) of the Regulations by the Buyer.

10.7     Subject to clause 10.6 above, the Seller shall discharge and hereby
         undertakes to indemnify the Buyer against all liabilities, obligations,
         costs, claims, demands, actions, awards, penalties and expenses
         (including, without limitation, all reasonable legal and professional
         fees and expenses) arising from or in respect of any of the Assumed
         Employees before Completion.

10.8     The Seller shall discharge and hereby undertakes to indemnify the Buyer
         against all liabilities, obligations, costs, claims, demands, actions,
         awards, penalties and expenses (including, without limitation, all
         reasonable legal and professional fees and expenses:

         (a)      arising from or in respect of any of the Retained Employees
                  provided that and to the extent that such claims do not arise
                  either directly or indirectly due to any action or omission on
                  the part of the Buyer prior to the date hereof; and

         (b)      by or in respect of any other person, agent, employee or
                  contractor of the Seller or any member of the Seller's Group
                  who claims (whether correctly or not) that the Buyer has
                  inherited liability from the Seller in respect of them by
                  virtue of the Regulations.

11.      FUTURE TRADING AND TRADE ENQUIRIES

11.1     The Seller shall promptly refer to the Buyer all enquires relating to
         the Business and assign to the Buyer all orders directly and
         exclusively relating to the Business which it receives after Completion
         for such period as the Seller remains subject to the undertaking set
         out in clause 15.1(a) of this agreement.

                                     - 22 -

<PAGE>

11.2     The Seller shall notify and keep informed the Buyer of any claims
         against the Seller brought by any third party in respect of any
         products or services supplied by the Seller in relation to the
         Business. If the Seller considers that it is desirable to take
         preventative action with a view to avoiding such claims, the Buyer
         agrees that it shall consult with the Seller as to what preventative
         action may be taken.

12.      MHRA LICENCES

12.1     The Seller undertakes with effect from Completion to permit the Buyer
         to operate the Business under the MHRA Licences for the Interim Period
         or until the Buyer is granted licences in its name by the MHRA (the
         "PDMS MHRA LICENCES") whichever is the earlier.

12.2     In consideration for the permission granted by the Seller in clause
         12.1, the Buyer will procure that no acts are performed or amendments
         or omissions made to the quality systems, processes and procedures
         currently employed by the Seller or its agents or representatives in
         carrying on the Business which may affect either directly or indirectly
         the validity of the MHRA Licences and the Buyer shall hold harmless and
         indemnify and keep indemnified the Seller and each member of the
         Seller's Group against all losses, claims, expenses and damage
         (including legal and other professional fees and expenses reasonably
         and properly incurred) that result from the Buyer being in breach of
         the provisions of this clause 12.2.

12.3     Both parties will use all their reasonable endeavours and perform all
         such acts that may be reasonably necessary during the Interim Period to
         ensure the PDMS MHRA Licences are granted and each party will provide
         the other with any information they may reasonably request on the
         progress of such applications.

13.      VALUE ADDED TAX

13.1     All amounts expressed in this agreement as being payable by any party
         hereto are expressed exclusive of any value added tax which may be
         chargeable thereon and the amount of any such value added tax shall be
         payable in addition thereto subject as hereinafter provided.

13.2     The Seller and the Buyer shall use all reasonable endeavours to ensure
         that the conditions of article 5(1) of the Value Added Tax (Special
         Provisions) Order 1995 SI 1268 and of section 49 of the Value Added Tax
         Act 1994 are fulfilled so that the sale of the Business and Assets
         hereunder is properly treated as neither a supply of goods nor a supply
         of services for the purposes of value added tax.

13.3     The Seller and the Buyer shall each give notice of the transfer of the
         Business and Assets to H.M. Customs and Excise.

13.4     The Seller shall on the Completion Date deliver to the Buyer all
         records referred to in section 49(1) of the Value Added Tax Act 1994 in
         respect of the Business and the Buyer hereby undertakes to preserve
         such records for such periods as may be required by law and shall
         during that period afford reasonable access to them at the request of
         the Seller.

13.5     In the event that H.M. Customs and Excise determine that value added
         tax is chargeable on the sale of the Business and Assets hereunder or
         any of them, the Seller shall immediately notify the Buyer of such
         determination and the Buyer agrees that such value added tax shall

                                     - 23 -

<PAGE>

         be in addition to the Consideration and the Buyer shall (against
         production by the Seller of tax invoices in respect thereof) pay the
         amount of any such value added tax forthwith to the Seller but such
         payment shall be without prejudice to the right of the Buyer under this
         agreement to call upon the Seller to make or join in an appeal against
         the aforesaid determination.

13.6     All value added tax payable in respect of goods and services supplied
         or deemed to be supplied by the Seller in connection with the Business
         prior to Completion, and all interest payable thereon and penalties
         attributable thereto, shall be paid to H.M. Customs and Excise by the
         Seller, and the Seller shall be entitled to receive and to retain for
         its own benefit all reimbursement or credit from H.M. Customs and
         Excise for value added tax borne by the Seller on goods and services
         supplied to the Seller prior to Completion and any payments received in
         respect of value added tax overpaid to H.M. Customs and Excise prior
         thereto.

14.      WARRANTIES

14.1     The Seller warrants to the Buyer in terms of the warranties in schedule
         2 which shall remain in full force and effect after Completion as more
         particularly set out in this agreement.

14.2     The Buyer hereby warrants that it has all requisite individual and
         corporate power to enter into and perform this agreement and the
         transactions and matters contemplated thereby and has taken all
         necessary action to authorise the entry into and performance of this
         agreement and the transactions and matters contemplated thereby.

14.3     Any information supplied by any Assumed Employee to the Seller or its
         directors, employees, agents or advisers in connection with the
         Warranties, or otherwise in relation to the Business and Assets shall
         not constitute a representation or warranty or guarantee as to the
         accuracy thereof by such employee and the Seller undertakes to the
         Buyer (and its respective directors, officers, employees, agents and
         advisers) that it will not bring and hereby waives any and all claims
         which it may otherwise have against such employee in respect thereof
         save in respect of fraud or fraudulent concealment.

14.4     Each of the Warranties shall be construed as a separate Warranty and
         (save as expressly provided to the contrary) shall not be limited by
         the terms of any of the other Warranties.

14.5     Save in the case of fraud or fraudulent concealment by the Seller, the
         Seller shall be under no liability in respect of any claim under the
         Warranties and any such claim shall be wholly barred and unenforceable
         unless written notice of such claim setting out such details of the
         events or circumstances giving rise to the relevant claim as are
         available to the Buyer (including the grounds on which such claim is
         based and, if capable of preparation by the Buyer, the estimated amount
         claimed to be payable in respect thereof) shall have been served upon
         the Seller by the Buyer as soon as possible after it becomes likely
         that a claim will be made and, in any event:

         (a)      in the case of a claim under the Warranties, by not later than
                  5.00 p.m. on the day falling twelve months after the date
                  hereof; and

         (b)      the liability of the Seller for any claim specified in such
                  notice shall absolutely determine and cease (unless the amount
                  payable in respect of the relevant claim has been agreed as
                  settled or satisfied by the Seller within nine months of the
                  date of such

                                     - 24 -

<PAGE>

                  written notice) if legal proceedings have not been instituted
                  through being properly issued and validly served in respect of
                  such claim on the Seller within six months of the date of such
                  written notice.

14.6     Save in the case of fraud or fraudulent concealment, the Seller shall
         be under no liability in respect of any claim under the Warranties:

         (a)      where the liability of the Seller in respect of that claim
                  would (but for this clause 14) have been less
                  than L5,000; or

         (b)      unless and until the liability in respect of that claim when
                  aggregated with the liability of the Seller in respect of all
                  other such claims (including any claims which would otherwise
                  have arisen save for the provisions of clause 14.6(a)) shall
                  exceed L200,000 at which time the Seller shall be liable for
                  the full amount of the claim not merely the excess over that
                  sum.

14.7     Save in the case of fraud or fraudulent concealment, the aggregate
         liability of the Seller in respect of all claims under this agreement
         shall not in any circumstances exceed the cash consideration paid to
         the Seller under clause 3 of this agreement.

14.8     The Seller shall be under no liability in respect of any claim under
         the Warranties if the facts or circumstances giving rise thereto have
         been fairly disclosed in the Disclosure Letter prior to the entering
         into of this agreement or are otherwise known to the Buyer or any
         employees, officers or advisers to the Buyer at the date hereof. For
         the purposes of this clause "fairly disclosed" shall mean disclosed in
         such a manner and in such detail as to enable the Buyer to make a
         reasonably well informed assessment of the matter.

14.9     No liability (whether in contract, tort or otherwise) shall attach to
         the Seller in respect of any claim under the Warranties to the extent
         that:

         (a)      the claim or the events giving rise to the claim would not
                  have arisen but for an act, omission or transaction following
                  Completion by or on behalf of the Buyer's Group otherwise than
                  in the ordinary and proper course of the Business as carried
                  on by the Seller at present or which would not have arisen but
                  for any claim, election or surrender or disclaimer relating to
                  Taxation made or omitted to be made or notice or consent given
                  or omitted to be given by the Buyer's Group under the
                  provisions of any statutes relating to Taxation the making,
                  giving or doing of which was assumed in computing the Taxation
                  liabilities of the Seller's Group for the purposes of the
                  Accounts;

         (b)      the claim occurs wholly or partly out of or the amount thereof
                  is increased as a result of:

                  (i)      any change in the accounting principles or practices
                           of the Buyer's Group introduced or having effect
                           after Completion unless the same is introduced to
                           bring the accounting principles and practices into
                           line with generally accepted accounting principles
                           and practices in the UK in relation to a business of
                           the type carried on by the Business; or

                                     - 25 -
<PAGE>

                  (ii)     any increase in the rates of Taxation made after
                           Completion and which affects matters occurring prior
                           thereto; or

                  (iii)    any change in law or regulation or in its
                           interpretation or administration by the English or
                           Northern Irish courts, by the Inland Revenue or by
                           any other fiscal, monetary or regulatory authority in
                           each case occurring after Completion and which
                           affects matters occurring prior thereto;

         (c)      the loss or damage giving rise to the claim is actually
                  recovered by the Buyer's Group under any policy of insurance;
                  or

         (d)      the claim relates to a claim or liability for Taxation and
                  would not have arisen but for any winding-up or cessation of
                  trading after Completion of the Business or any part thereof.

14.10    No liability will arise and no claim may be made under any of the
         Warranties to the extent that the matter giving rise to such claim is
         remediable unless within the period of 30 days following the Buyer
         becoming aware of such matter, the Buyer shall have given written
         notice thereof to the Seller in accordance with this clause 14 and such
         matter shall not have been remedied to the reasonable satisfaction of
         the Buyer within that period of 30 days following the date of service
         of such notice.

14.11    Clause 14.12 shall apply in circumstances where:

         (a)      any claim is made against the Buyer's Group which may give
                  rise to a claim by the Buyer against the Seller under the
                  Warranties; or

         (b)      the Buyer's Group is or may be entitled to make recovery from
                  some other person of any sum in respect of any facts or
                  circumstances by reference to which the Buyer has or may have
                  a claim against the Seller under the Warranties; or

         (c)      the Seller shall have paid to the Buyer an amount in respect
                  of a claim under the Warranties and subsequent to the making
                  of such payment the Buyer's Group becomes or shall become
                  entitled to recover from some other person a sum which is
                  referable to that payment.

14.12    In the circumstances provided in clause 14.11, the Buyer shall and
         shall procure that the Buyer's Group shall:

         (a)      subject to receiving an undertaking from the Seller in respect
                  of all costs properly incurred thereby by the Buyer's Group,
                  promptly and diligently take all such action as the Seller may
                  reasonably request including the institution of proceedings
                  and the instruction of professional advisers approved by the
                  Seller (such approval not to be unreasonably withheld) to act
                  on behalf of the Buyer to avoid, dispute, resist, compromise,
                  defend or appeal against any such claim against the Buyer's
                  Group as is referred to in clause 14.11(a) or to make such
                  recovery by the Buyer' Group as is referred to in clause
                  14.11(b) or clause 14.11(c), as the case may be;

                                     - 26 -
<PAGE>

         (b)      not settle or compromise any liability or claim to which such
                  action is referable without the prior written consent of the
                  Seller which consent shall not be unreasonably withheld or
                  delayed; and

         (c)      in the case of clause 14.11(c) only, promptly repay to the
                  Seller an amount equal to the amount so recovered or, if
                  lower, the amount paid by the Seller to the Buyer, less, in
                  each case any costs incurred by the Buyer's Group in so
                  recovering or any Taxation incurred by the Buyer's Group on
                  the amount received.

14.13    The Buyer shall by way of covenant, but not as a condition precedent to
         liability on the part of the Seller as soon as practicable:

         (a)      inform the Seller in writing of any fact, matter, event or
                  circumstance which comes to its notice or to the notice of the
                  Buyer's Group whereby it appears that the Seller is or is
                  likely to be liable to make any payment in respect of any
                  claim under the Warranties or whereby it appears the Buyer's
                  Group shall become or may become entitled to recover from some
                  other person a sum which is referable to a payment already
                  made by the Seller in respect of such a claim;

         (b)      thereafter keep the Seller informed of all material
                  developments in relation thereto; and

         (c)      provide at the cost of the Seller all such information and
                  documentation (no matter how it is recorded or stored) as the
                  Seller shall reasonably request and which the Buyer may
                  lawfully provide in connection therewith and also in
                  connection with any proceedings instituted by or against the
                  Buyer's Group under clause 14.12.

14.14    In the event that the Seller at any time after the date hereof shall
         wish to take out insurance against its liability hereunder, the Buyer
         undertakes to provide such information as the prospective insurer may
         require before effecting such insurance.

14.15    The Buyer hereby warrants and confirms that at the date hereof, it has
         not already formulated and is not aware of any claim it may have
         against the Seller under the Warranties PROVIDED THAT such confirmation
         shall not constitute a general waiver by the Buyer of any rights which
         it may have under this agreement for breach of warranty arising from
         information subsequently coming into the Buyer's possession which may
         in the future form the basis of such a claim.

14.16    The Buyer will take or procure the taking of all such reasonable steps
         and action as are necessary or as the Seller may reasonably require in
         order to mitigate any claim under the Warranties and the Buyer's Group
         shall act in accordance with such request subject to the Buyer being
         indemnified by the Seller against all reasonable costs and expenses
         incurred in connection therewith. Nothing in this agreement shall or
         shall be deemed to relieve the Buyer of any common law or other duty to
         mitigate any loss or damage incurred by it.

15.      PROTECTION OF GOODWILL

15.1     In consideration of the Buyer entering into the sale and purchase of
         the Business and Assets and subject to the provisions of clause 15.3
         below, the Seller undertakes to and with the Buyer

                                     - 27 -
<PAGE>

         that no member of the Seller's Group shall either directly or
         indirectly and either solely or jointly with any other person (either
         on its own account or as the agent of any other person) and in any
         capacity whatsoever:

         (a)      for a period of three years from Completion (the "RESTRICTED
                  PERIOD"), carry on or be engaged, concerned or interested
                  (save as the holder of shares or debentures in a listed
                  company which confer not more than three per cent. of the
                  votes which could be cast at a general meeting of the company)
                  in any business which would compete with the Business within
                  the Restricted Territory. For the avoidance of doubt, the
                  following activities shall not be competing with the Business
                  for the purposes of clause 15.1:

                  (i)      the carrying on by the Seller's Group of the Ivex
                           Business;

                  (ii)     the carrying on by the Seller's Group of the IVR
                           Business; and

                  (iii)    the sale or supply by any member of the Seller's
                           Group of those pharmaceutical products in respect of
                           which the Buyer or Buyer's Group provide
                           manufacturing or other services to any member of the
                           Seller's Group pursuant to the Supply Agreement (or
                           such agreement as shall replace the Supply Agreement
                           as agreed between the parties hereto); or

         (b)      during the Restricted Period, canvass or solicit orders from
                  any person who was a customer of the Business at any time
                  within the period of six months prior to Completion for the
                  provision of the Restricted Services; or

         (c)      for a period of two years from Completion, solicit or entice
                  away or endeavour to solicit or entice away from the Buyer any
                  Assumed Employees who are senior managers, directors or
                  project managers and any key employees who would be treated as
                  a "relevant employee" for the purposes of the Model Code
                  contained in the Listing Rules, whether or not such person
                  would commit any breach of his contract of employment or terms
                  of engagement by reason of his leaving the service of the
                  Buyer PROVIDED THAT this restriction will not apply to any
                  advertisement for recruitment made available generally through
                  any recruitment agency or advertisement available to the
                  public;

         (d)      use any trade or domain name (including the expression,
                  "PDMS") or e-mail address used by the Business at any time
                  during the two months immediately preceding the date of this
                  agreement or any other name intended or likely to be confused
                  with any such trade or domain name or e-mail address.

15.2     In consideration of the Buyer entering into this agreement, the Seller
         undertakes to and with the Buyer that it shall not and shall procure
         that no member of the Seller's Group shall:

         (a)      save as required by law or the rules of any governmental or
                  regulatory organisation, use or reveal to any person any of
                  the trade secrets, secret or confidential operations,
                  processes or dealings or any other confidential information
                  relating primarily and directly to the Business including
                  (without limitation) customer lists and names, sales targets
                  and statistics, market share statistics, surveys and reports
                  and pricing information relating to sales and purchases in
                  respect of the Business until such time

                                     - 28 -
<PAGE>

                  as the same falls into the public domain otherwise than by
                  reason of a breach of this undertaking; or

         (b)      attempt or knowingly assist or procure any other person to do
                  any of the foregoing things.

15.3     The provisions of clause 15.1 shall not prevent or restrict any member
         of the Seller's Group from acquiring the whole or any part of a
         business which, or the share capital of a company or group of companies
         whose business or a part of whose business, includes operations the
         carrying on of which would otherwise amount to a breach of the
         undertaking contained in clause 15.1 (the "COMPETITIVE OPERATIONS"), as
         part of a larger acquisition or series of related acquisitions PROVIDED
         THAT the relevant member of the Seller's Group shall within the
         following twelve months use their best endeavours to sell the
         Competitive Operations as soon as is reasonably practicable following
         such acquisition (which shall, without limitation, include inviting the
         Buyer to make a competitive bid for the sale of the Competitive
         Operations) save that the relevant member of the Seller's Group shall
         not be obliged to sell the Competitive Operations if those Competitive
         Operations comprise a minor part of the business or business of such
         company, group of companies or businesses acquired or in which the
         Seller's Group has acquired an interest. For the purpose of this clause
         15.3(b), "MINOR PART" of the business of such company, group of
         companies or business shall be part of its overall business in which
         the turnover of the Competitive Operations does not exceed the lower of
         ten per cent of the gross turnover per annum or L5 million gross
         turnover per annum of the Company, group of companies or business
         acquired.

15.4     The restrictions contained in this clause 15 are considered reasonable
         by the parties hereto and the Seller acknowledges that, in the light of
         the total price paid under this agreement and the manner of computation
         thereof, the nature of the Business and all other relevant matters, the
         provisions of this clause 15 are considered reasonably necessary for
         the protection of the interests of the Buyer.

15.5     In the event that any restriction in this clause 15 shall be found to
         be unenforceable but would be enforceable if some part thereof were
         deleted or the area of operation or the period of application reduced,
         such restriction shall apply with such modification as may be necessary
         to make it legal and enforceable.

15.6     Each undertaking contained in this clause 15 shall be construed as a
         separate undertaking and if one or more of the undertakings contained
         in this clause 15 is held to be against the public interest or unlawful
         or in any way an unreasonable restraint of trade the remaining
         undertakings shall continue to bind any member of the Seller's Group.

16.      ANNOUNCEMENTS, ETC.

16.1     Neither party shall disclose the making of this agreement nor its
         content (except those matters set out in the press release in the
         Agreed Form) and each party shall procure that each of its Related
         Persons and its professional advisers shall not make any such
         disclosure without the prior consent of the other party unless
         disclosure is to its professional advisers or required by law or the
         rules or standards of the London Stock Exchange or the Listing Rules of
         the UK Listing Authority or the rules and requirements of any other
         regulatory body Provided that this clause 15.1 does not apply to
         announcements, communications or circulars made or sent

                                     - 29 -
<PAGE>

         by the Buyer after Completion to customers, clients or suppliers of the
         Business to the extent that it informs them of the Buyer's acquisition
         of the Assets and the Business or to any announcements containing only
         information which has become generally available.

16.2     The restrictions contained in clause 16.1 shall apply without limit of
         time and whether or not this agreement is terminated.

17.      ASSIGNMENT

         This agreement is personal to the parties and accordingly no party
         without the prior written consent of the other shall assign, transfer
         or declare a trust of the benefit of all or any of any other party's
         obligations nor any benefit arising under this agreement.

18.      COSTS

         Unless expressly otherwise provided in this agreement, each of the
         parties shall bear its own legal, accountancy and other costs, charges
         and expenses connected with the sale and purchase of the Business and
         Assets.

19.      ENTIRE AGREEMENT

19.1     Each party, on behalf of itself and as agent for each of its Related
         Persons, acknowledges and agrees with the other party (each such party
         acting on behalf of itself and as agent for each of its Related
         Persons) that:

         (a)      this agreement together with any other documents referred to
                  in this agreement (together the "TRANSACTION DOCUMENTS")
                  constitutes the entire and only agreement between the parties
                  and their respective Related Persons relating to the subject
                  matter of the Transaction Documents;

         (b)      neither it nor any of its Related Persons has been induced to
                  enter into any Transaction Document in reliance upon, nor has
                  any such party been given, any warranty, representation,
                  statement, assurance, covenant, agreement, undertaking,
                  indemnity or commitment of any nature whatsoever other than as
                  are expressly set out in the Transaction Documents and, to the
                  extent that any of them has been, it (acting on behalf of
                  itself and as agent on behalf of each of its Related Persons)
                  unconditionally and irrevocably waives any claims, rights or
                  remedies which any of them might otherwise have had in
                  relation thereto;

         (c)      the only remedies available to it in respect of the
                  Transaction Documents (and, where appropriate, to its Related
                  Persons) are damages for breach of contract and, for breach of
                  clause 15.1 only, the ability to seek specific injunctive
                  relief and, for the avoidance of doubt, (neither it nor its
                  Related Persons, where appropriate) have any right to rescind
                  or terminate any Transaction Documents either for breach of
                  contract or for negligent or innocent misrepresentation or
                  otherwise;

         PROVIDED THAT the provisions of this clause 19 shall not exclude any
         liability which any of the parties or, where appropriate, their Related
         Persons would otherwise have to any other party or, where appropriate,
         to any other party's Related Persons or any right which any of

                                     - 30 -
<PAGE>

         them may have in respect of any statements made fraudulently by any of
         them prior to the execution of this agreement or any rights which any
         of them may have in respect of fraudulent concealment by any of them.

20.      WAIVER, AMENDMENT

20.1     A waiver of any term, provision or condition of, or consent granted
         under, this agreement shall be effective only if given in writing and
         signed by the waiving or consenting party and then only in the instance
         and for the purpose for which it is given.

20.2     No failure or delay on the part of any party in exercising any right,
         power or privilege under this agreement shall operate as a waiver
         thereof, nor shall any single or partial exercise of any such right,
         power or privilege preclude any other or further exercise thereof or
         the exercise of any other right, power or privilege.

20.3     No breach of any provision of this agreement shall be waived or
         discharged except with the express written consent of the Seller and
         the Buyer.

20.4     The rights and remedies herein provided are cumulative with and not
         exclusive of any rights or remedies provided by law.

20.5     No variation to this agreement shall be effective unless made in
         writing and signed by all the parties.

21.      FURTHER ASSURANCE & ASSIGNMENT OF LEASES

21.1     At any time after Completion, the Seller shall at the Seller's expense
         execute all such documents and do such acts and things as the Buyer may
         reasonably require for the purpose of vesting in the Buyer all of the
         Seller's Group's rights and/or interests in the Business and of the
         vesting in the Buyer the full legal and beneficial title to the Assets
         (including Intellectual Property used by the Business, but which as
         regards the Properties means the title now held by the Seller or to
         which it is entitled on the basis of the copy documents of title
         furnished) and giving to the Buyer the full benefit of this agreement,
         including (without prejudice to the generality of the foregoing) to
         answer to the best of the Sellers knowledge any queries raised by the
         Land Registry on the registration of the transfer(s) to the Buyers now
         held by the Seller. For the avoidance of doubt, there shall be no
         obligation on the Seller to pay stamp duty, stamp duty land tax or
         registration fees (including registration fees at the Land Registry of
         Northern Ireland or the Registry of Deeds, Belfast pursuant to this
         clause 21.1.

21.2     In this clause 21.2:

         "the Heron Lease" means the Lease referred to in paragraph (b) of the
         definition of "Leases", the Lessor's interest in which is now vested in
         Maired Heron, Catherin C.G. Heron, Mary P. Heron, Margaret C. Heron,
         Kathleen A, Heron and Charles Eugene Heron or their successors ("the
         Herons") and the lessee's interest in which is now vested in the
         Seller.

         "the Heron Assignment" means the deed of assignment in the Agreed Form
         attached hereto.

         "the Heron Premises" means the premises comprised in the Heron Lease.

                                     - 31 -
<PAGE>

21.3     It is acknowledged by the Buyer and the Seller that:

         (a)      Pursuant to clause 2(15) of the Heron Lease, the consent of
                  the Herons and/or their successors in title is required to
                  assign the Heron Premises and the benefit of the Heron Lease.

         (b)      The Heron Premises form part of the Properties and on
                  Completion, the Seller at the request of the Buyer is to
                  assign the Heron Premises to the Buyer.

         (c)      By virtue of an assignment dated 31 March 2002, the Heron
                  Premises were assigned to the Seller with Galen Holdings as
                  guarantor for the Seller guaranteeing the payment of the rent
                  reserved by the Heron Lease and the observance and performance
                  of the covenants and conditions contained in the Heron Lease
                  by the Seller ("the Guarantee").

         (d)      If the Heron Assignment shall not have been executed by the
                  Seller and the Herons and delivered to the Buyer at or prior
                  to Completion, then the following provisions shall apply:

                  (i)      The Seller shall permit the Buyer access to the Heron
                           Premises as licensee for the period from Completion
                           until the date that the Heron Assignment is delivered
                           to the Buyer duly executed by the Seller and the
                           Herons subject to the Buyer observing and performing
                           all the covenants in the Heron Lease (including the
                           obligation to pay rent) and indemnifying the Seller
                           and Galen Holdings against any claim brought by the
                           Herons and/or their successors in title under the
                           Heron Lease by reason of any breach of the covenants
                           and/or conditions of the Heron Lease but the Buyer
                           shall not by reason of such Licence or such indemnity
                           be liable for any alleged breach of clause 2(15) of
                           the Heron Lease by reason of this Licence which shall
                           at all times during the subsistence of the licence be
                           the responsibility and liability of the Seller.

                  (ii)     During the licence contained in clause 21.3(d)(i)
                           above the Seller shall at its cost continue to
                           endeavour to procure the Herons' consent to the
                           assignment of the Heron Lease and that the Herons
                           join as a party to the Heron Assignment for the
                           purpose of evidencing their consent to the assignment
                           and for the purposes of releasing the Guarantee. For
                           the avoidance of doubt, this obligation shall include
                           seeking a declaration or order of specific
                           performance from a court of competent jurisdiction in
                           the event of any persistent refusal on the part of
                           Herons to do either.

                  (iii)    To procure the consent of Herons to the assignment of
                           the Heron Lease from the Seller to the Buyer and the
                           release of the Guarantee, the Buyer shall (if
                           necessary and if required) offer such guarantor or
                           guarantors as the Herons may reasonably require and
                           furnish such documentation and information, both
                           financial and otherwise, as the Herons may also
                           reasonably require in that regard.

                                     - 32 -
<PAGE>

21.4     At any time after Completion the Buyer shall procure that it shall use
         all reasonable endeavours to promptly provide the Seller or their
         advisers with all information (including but not limited to providing
         access to meet with employees of the Business) relating to the
         operation of the Business prior to Completion which the Seller or any
         member of the Seller's Group may reasonably require pursuant to any
         request for information or similar obligation imposed by any legal or
         regulatory body to or on the Seller or any member of the Seller's
         Group. In the event of any information being supplied pursuant to this
         clause 21.4 the Seller shall meet any reasonable direct costs incurred
         by the Buyer.

21.5     In addition to clause 21.4 above the Buyer will provide the Seller with
         reasonable access to the Business quality assurance and quality
         compliance records, information and employees of the Business in
         existence at and relating to the period prior to Completion for a
         period of seven years from Completion to the extent reasonably required
         by any member of the Seller's Group in order to comply with applicable
         law and regulation from time to time. In the event of any information
         being supplied pursuant to this clause 21.5 the Seller shall meet any
         reasonable direct costs incurred by the Buyer.

21.6     The terms of this agreement shall insofar as they are not performed at
         Completion and subject as specifically otherwise provided in this
         agreement continue in force after and notwithstanding Completion.

21.7     At any time after Completion, the Buyer may request that the Galen
         Marketing Authorisations be transferred to the Buyer and Galen shall
         consent to the transfer of the Galen Marketing Authorisations to the
         Buyer and shall complete any documentation and/or perform any act
         reasonably requested by the Buyer which is necessary to effect the
         transfer of the Galen Marketing Authorisations.

21.8     The Seller will:

         (a)      Use all reasonable endeavours to procure that any Galen
                  Marketing Authorisations which require renewal in the period
                  between the Completion Date and the date that they are
                  transferred pursuant to clause 21.7 above, are renewed; and

         (b)      Procure that no acts are performed or amendments or omissions
                  made which may affect either directly or indirectly the
                  validity of the Marketing Authorisations, and the Seller shall
                  hold harmless and indemnify and keep indemnified the Buyer
                  against all losses, claims, expenses and damage (including
                  legal and other professional fees and expenses reasonably and
                  properly incurred) that result from the Seller being in breach
                  of the provisions of this clause 21.8(b).

22.      NOTICES

22.1     Any notice, demand or other communication given or made under or in
         connection with the matters contemplated by this agreement shall be in
         writing and shall be delivered personally or sent by fax or prepaid
         first-class post (air mail if posted to or from a place outside the
         United Kingdom):

         In the case of the Buyer:

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<PAGE>

         Pharmaceutical Development and Manufacturing Services Limited
         Almac House
         20 Seagoe Industrial Estate
         Craigavon
         Northern Ireland
         Fax: 02838 350729
         Attention: Dr. Allen J. McClay

         In the case of the Seller to:

         Galen Limited
         Seagoe Industrial Estate
         Craigavon
         Co. Armagh
         Northern Ireland
         BT63 5UA
         Fax: 02838 331500
         Attention: Company Secretary

         and shall be deemed to have been duly given or made as follows:

         (a)      if personally delivered, upon delivery at the address of the
                  relevant party;

         (b)      if sent by first class post, two business days after the date
                  of posting;

         (c)      if sent by air mail, five business days after the date of
                  posting; and

         (d)      if sent by fax, on receipt by sender of delivery confirmation
                  report;

         provided that if, in accordance with the above provisions, any such
         notice, demand or other communication would otherwise be deemed to be
         given or made after 5.00 p.m. on a business day such notice, demand or
         other communication shall be deemed to be given or made at 9.00 a.m. on
         the next business day.

22.2     Either party may notify the other party to this agreement of a change
         to its name, relevant addressee, address or fax number for the purposes
         of clause 22.1 provided that such notification shall only be effective
         on:

         (a)      the date specified in the notification as the date on which
                  the change is to take place; or

         (b)      if no date is specified or the date specified is less than
                  five days after the date on which notice is given, the date
                  falling five days after notice of any such change has been
                  given.

                                     - 34 -
<PAGE>

23.      COUNTERPARTS

         This agreement may be executed in any number of counterparts which
         together shall constitute one agreement. Either party may enter into
         this agreement by executing a counterpart and this agreement shall not
         take effect until it has been executed by both parties.

24.      GOVERNING LAW AND JURISDICTION

24.1     This agreement (and any dispute, controversy, proceedings or claim of
         whatever nature arising out of or in any way relating to this agreement
         or its formation) shall be governed by and construed in accordance with
         Northern Irish law.

24.2     Each of the parties to this agreement irrevocably agrees that the
         courts of Northern Ireland shall have exclusive jurisdiction to hear
         and decide any suit, action or proceedings, and/or to settle any
         disputes, which may arise out of or in connection with this agreement
         (respectively, "PROCEEDINGS" and "DISPUTES") and, for these purposes,
         each party irrevocably submits to the jurisdiction of the courts of
         Northern Ireland.

24.3     Each party irrevocably waives any objection which it might at any time
         have to the courts of Northern Ireland being nominated as the forum to
         hear and decide any Proceedings and to settle any Disputes and agrees
         not to claim that the courts of Northern Ireland are not a convenient
         or appropriate forum for any such Proceedings or Disputes and further
         irrevocably agrees that a judgment in any Proceedings or Disputes
         brought in any court referred to in this clause 24 shall be conclusive
         and binding upon the parties and may be enforced in the courts of any
         other jurisdiction.

24.4     Without prejudice to any other permitted mode of service the parties
         agree that service of any claim form, notice or other document
         ("DOCUMENTS") for the purpose of any Proceedings begun in Northern
         Ireland shall be duly served upon it if delivered personally or sent by
         registered post, in the case of:

         (a)      the Seller to its registered office (marked for the attention
                  of the Company Secretary); and

         (b)      the Buyer to its registered office (marked for the attention
                  of Dr. Allen J. McClay).

         or such other person and address in the United Kingdom as the Seller
         shall notify the Buyer in writing or vice versa from time to time.

25.      INVALIDITY

         If any provision of this agreement is or becomes invalid, illegal or
         unenforceable in any respect under the law of any jurisdiction:

         (a)      the validity, legality and enforceability under the law of
                  that jurisdiction of any other provision; and

         (b)      the validity, legality and enforceability under the law of any
                  other jurisdiction of that or any other provision

                                     - 35 -
<PAGE>

         shall not be affected or impaired in any way.

26.      THIRD PARTY RIGHTS

         The Contracts (Rights of Third Parties Act) 1999 shall not apply to
         this agreement and no person other than the parties to this agreement
         shall have any rights under it, nor shall it be enforceable under that
         Act by any person other than the parties to it.

IN WITNESS whereof this agreement has been executed on the date first above
written.

Signed by                           )
                                    )
for and on behalf GALEN LIMITED:    )


Signed by                           )
                                    )
for and on behalf of                )
PHARMACEUTICAL                      )
DEVELOPMENT AND                     )
MANUFACTURING LIMITED:              )

                                     - 36 -